Common use of Investment Opportunities Clause in Contracts

Investment Opportunities. The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program in Targeted Assets to the Company that is consistent with the investment policies and objectives of the Company. So long as the Advisor acts in its capacity under this Agreement, nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities, including the acquisition of any investment that is directly competitive with the Company’s strategy, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee or stockholder of the Advisor or any of its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other Person and earn fees for rendering such services; provided, however, that the Advisor must devote sufficient resources (directly or through third parties retained for such purposes) to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, with respect to any Investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. The Advisor shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person. If the Advisor, Director or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, the Advisor shall inform the Board of the method to be applied by the Advisor in allocating investment opportunities among the Company and competing investment entities and shall provide regular updates to the Board of the investment opportunities provided by the Advisor to competing programs in order for the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable best efforts to apply such method fairly to the Company.

Investment Opportunities. The Advisor (a) Commensurate with the Net Proceeds raised by Parent from time to time that have not been previously invested in Property Acquisitions or reserved for Development Activities or other investment in any Assets or for payment of fees or expenses pursuant to this Agreement or the Partnership Agreement, and the availability to Owner of debt financing the Manager shall be required prepare and deliver to use commercially reasonable efforts Owner a Proposal with respect to present a continuing and suitable investment program any Property Acquisition that (i) the Manager identifies in Targeted Assets accordance with the performance of Item 14 of its Management Services described in Exhibit A or that otherwise becomes available to the Company Manager and (ii) which the Manager believes may be appropriate for acquisition by the Owner. (b) The Manager shall deliver a Proposal to Owner regarding any Property Acquisition referred to in Section 9.1(a) in accordance with the terms of Section 9.1(c). Upon receipt of any Proposal, Owner shall decide in accordance with Section 9.1(d) whether or not to approve the Property Acquisition that is consistent with the investment policies and objectives subject of such Proposal. If Owner determines not to approve or otherwise fails to approve such Property Acquisition within three (3) Business Days after Owner’s receipt of a Proposal (a “Rejected Proposal”), then the Company. So long as the Advisor acts in its capacity under this Agreement, nothing herein contained shall prevent the Advisor Manager or any of its Affiliates from engaging may pursue and, if successful in such pursuit, participate in such Property Acquisition. (c) If the Manager proposes to refer a Property Acquisition or earning fees from other activities, including the acquisition of any investment that is directly competitive with the Company’s strategyoil and gas properties to Owner, the rendering Manager shall submit a written report (“Proposal”) to Owner for its consideration. Such Proposal shall be in the form or format that the Manager generally uses, or will have used when presenting any such Property Acquisition or other acquisition of advice oil and gas properties to Owner and shall contain the Economic Run for the Property Acquisition or other Persons (including acquisition of oil and gas properties, the initial Budget or any revisions to the Budget as provided in Section 9.2, and all other REITs) and the management of other programs advised, sponsored or organized information determined by the Advisor Manager or its Affiliates; nor shall this Agreement limit requested by Owner as necessary or restrict appropriate to describe the right of any directorterms, officereconomics, memberoil and gas reserve information, partneranticipated risk management instruments, employee and other information requested by Owner as necessary or stockholder appropriate to evaluate and consider the Proposal. Additionally, if the Manager or an Affiliate of the Advisor or any Manager has an existing economic interest in more than 10% of its Affiliates the properties that are the subject of the Proposal, the Manager shall disclose this fact to engage Owner in or earn fees from any other business or the Proposal. Information submitted to render services of any kind to any other Person and earn fees for rendering such services; providedOwner in the Proposal shall include, howeverwithout limitation, that the Advisor must devote sufficient resources (directly or through third parties retained for such purposes) to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, Economic Run data with respect to any Investment in which the Company acquisition that is the subject of the Proposal, authorization(s) for expenditure, budgeting information, a participantrecommendation with respect to the amount of indebtedness to be incurred pursuant to the Approved Credit Facility, also render advice and service key terms related to each and every other participant thereinsuch Proposal, including, without limitation, whether such terms deviate or, to Manager’s knowledge, are expected to deviate from the General Parameters, if applicable, and earn fees for rendering any other available information determined by the Manager to be relevant to Owner’s investment decision or requested by Owner. (d) Upon receipt of a Proposal, Owner shall have three (3) Business Days to notify the Manager of Owner’s intent to make the Property Acquisition as described in the Proposal. If Owner does not provide such advice and service. The Advisor shall report notice to the Board Manager within such time, Owner shall be deemed to have rejected the existence Property Acquisition that is the subject of any condition the Proposal and such Proposal shall thereafter constitute a Rejected Proposal. (e) Nothing in this Agreement shall prohibit Parent from acquiring an oil and gas property or circumstanceother Asset in the Excluded Area, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Personan Excluded Asset. If Parent proposes to acquire an oil and gas property or other Asset in the AdvisorExcluded Area, Director or Affiliates thereof to acquire an Excluded Asset, Parent will form a subsidiary separate from Owner and acquire such property or Asset in such separate subsidiary. Manager shall have sponsored other investment programs no obligation to provide Services with similar investment objectives which have investment funds available at the same time as the Company, the Advisor shall inform the Board of the method respect to be applied by the Advisor in allocating investment opportunities among the Company and competing investment entities and shall provide regular updates to the Board of the investment opportunities provided by the Advisor to competing programs in order for the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable best efforts to apply such method fairly to the Companysubsidiary.